Memorandum of Association (MoA) in the UAE

If you are forming a company in Dubai or anywhere in the UAE, your Memorandum of Association (MoA) is not “just another form.” It is the legal backbone of your business – the document that the authorities, banks, investors, and even courts will rely on to understand who owns the company, how it is structured, and what it is allowed to do

This guide explains, in UAE-specific terms, what a Memorandum of Association is, what it must contain, how to draft and notarise it, and when you must amend it. It is written from a law-firm perspective, not a business-setup marketing angle, so you understand the legal consequences of what you sign.

What is a Memorandum of Association (MoA) in the UAE?

MoA full form and basic definition

In business law, an MoA is the company’s founding charter. It sets out:

The company’s legal form and name
Where it is registered
What activities it may carry on
How its capital is structured and who owns what
The liability of its shareholders

The company is legally expected to operate within the boundaries set by its MoA. If it does something that clearly falls outside those limits, the act may be treated as ultra vires (beyond its powers).

MoA meaning under UAE Commercial Companies Law

In the UAE, the Memorandum of Association sits within the framework of Federal Decree-Law No. 32 of 2021 on Commercial Companies (the “Companies Law”), which came into force on 2 January 2022 and replaced Federal Law No. 2 of 2015.

Under this law:

The MoA is a mandatory document for most mainland companies (e.g. LLCs, joint stock companies) and is required for registration and licensing.
The MoA and its amendments must be in Arabic and attested by the competent authority. If not, they may be considered legally ineffective.
The MoA must be entered in the commercial register maintained by the relevant economic department or free zone authority.

What does a Memorandum of Association actually do for your company?

Practically, your MoA:

Confirms to the UAE authorities that you have a valid legal structure
Defines how ownership, profit, and control are split between partners
Limits your company’s permitted activities and geographical scope
Clarifies whether shareholders’ liability is limited, and to what extent
Acts as a reference point in disputes between partners or with third parties

Because it is often the only document that regulators and banks see, a weak or generic MoA can cause problems for years.

Why the Memorandum of Association Matters for Companies in the UAE

Legal identity, scope, and compliance

Without a signed and attested MoA, most companies simply cannot be incorporated, obtain a trade licence, or open a bank account in the UAE.

Authorities such as the Department of Economy & Tourism (DET/DED) or relevant free zone:

Review your MoA to ensure your activities and ownership structure comply with UAE law and local regulations
Compare your MoA with your licence application and trade name
May reject or delay applications where the MoA is unclear, incomplete, or inconsistent

Protecting shareholders and investors

A well-drafted MoA:

Sets out who owns what, and how profits and losses are shared
Specifies management powers (e.g. who can sign on behalf of the company, who can bind it to contracts)
Clarifies voting and decision-making thresholds for key resolutions
Can include clauses that reduce deadlock, such as buy-out mechanisms, drag/tag along rights (often complemented by a separate shareholders’ agreement)

When you cannot operate without a valid MoA

You will need a compliant MoA when you:

Apply for a new mainland LLC or joint stock company licence
Incorporate many free zone companies
Convert or restructure an existing business
Amend a company’s capital, shareholding, or activities

If your MoA is outdated or not properly attested, authorities can refuse amendments or licence renewals until it is corrected.

💡 If your structure is complex or involves investors, it is wise to involve a UAE business law team rather than relying only on PROs or consultants.
You can read more about corporate and commercial support on Al Ramsy’s Business Law page.

Who Needs a Memorandum of Association in Dubai and the Wider UAE?

LLCs and joint stock companies

A Memorandum of Association is mandatory for:

Limited Liability Companies (LLCs)
Public and Private Joint Stock Companies (PJSC, PrJSC)

These are the most common forms for commercial operations on the mainland, and their MoAs are heavily scrutinised at the licensing stage.

Free zone and offshore companies

Free zones often use their own standard templates and terminology, but the underlying document serves the same purpose as a MoA:

Defines ownership, capital, and activities
Must be aligned with free zone regulations and licensing rules

Offshore jurisdictions (e.g. JAFZA Offshore, RAK ICC) also require founding documents similar to a MoA, typically together with articles of association.

Sole proprietorship and one-person entities

A classic sole establishment (professional or commercial) may not use the term “MoA” in the same way as an LLC, but it will still have:

A licence
Forms that record the owner’s details, permitted activities, and liability

Under current law, single-shareholder LLCs (often used instead of sole establishments) do require an MoA, even where there is only one partner.

Family businesses and joint ventures

Family businesses and joint ventures traditionally rely on a combination of:

MoA
Shareholders’ agreement
Side agreements or family charters

For these structures, tailoring the MoA is critical to avoid future disputes over succession, control, and exit.

Key Clauses of a UAE Memorandum of Association (MoA)

While the exact structure may vary, UAE MoAs usually contain at least the following clauses.

Name clause – UAE company name rules

This clause sets the official legal name of the company and must:

Comply with UAE naming rules
Not be identical or confusingly similar to an existing registered name
Avoid offensive or misleading words or references to government patronage
Include the legal form (e.g. “LLC”, “PJSC”)

Registered office / situation clause

This clause confirms the Emirate and address of the registered office.

Determines which economic department or free zone has authority
Is used for service of notices, official correspondence, and inspections

Object clause – permitted activities

The object clause describes the business activities your company is allowed to conduct.

Should match the activities listed on your licence application
Must stay within the limits of UAE laws and regulations
Can be broad, but should not be so vague that authorities reject it

If the company routinely undertakes activities outside this clause, disputes and licence problems are more likely.

Capital clause – ownership and contributions

This clause sets out:

The authorised or paid-up share capital
The number and value of shares
Which shareholder owns how many shares

In an LLC, this also underpins profit and loss sharing and voting rights, unless otherwise agreed.

Liability clause – limited vs unlimited

In most UAE corporate structures, shareholders’ liability is limited to the value of their capital contributions or unpaid share capital (for LLCs or joint stock companies).

This clause must match the legal form and should not be copied from foreign templates that do not reflect UAE practice.

Association / subscription clauses

These clauses confirm that:

The original shareholders agree to form the company
Each shareholder subscribes to a specific number of shares
They accept the terms of the MoA

They are essential to show that the company is properly constituted and that partners consented to the agreed structure.

Optional clauses

More sophisticated MoAs can also include:

Management powers (managers, directors, signing authority)
Non-compete or non-solicitation provisions
Restrictions on share transfers
Pre-emption and tag/drag rights (often backed by separate SHA)
Dispute resolution clauses (e.g. arbitration vs courts)

These can make the difference between a company that runs smoothly and one that ends up in litigation.

MoA Meaning in Business and UAE Practice

MoA vs “partnership contract”

Many business owners in the UAE think in terms of a “partnership contract” rather than “MoA”. In reality, the MoA is the partnership contract for many LLCs and local companies.

The key difference is that:

A private partnership agreement might remain confidential
The MoA is typically filed with and relied on by authorities and may be inspectable by third parties

How authorities and banks view your MoA

Banks, regulators, and sometimes courts will:

Look at the MoA to confirm who is authorised to sign and who owns the company
Treat its clauses as binding evidence of the company’s structure and powers
Question inconsistencies between MoA, licence, and trade records

Because of this, it is risky to rely on “side deals” that are inconsistent with the MoA.

Acting outside the MoA (ultra vires risk)

If a company acts clearly outside the scope of its object clause, the act may be considered ultra vires and can:

Be challenged by shareholders or third parties
Lead to regulatory action if the company is effectively conducting a different activity from the one licensed

This is why the object clause should be wide enough to cover intended activities, but still compliant and realistic.

How to Get a Memorandum of Association in the UAE (Step-by-Step)

Step 1 – Choose the legal form and activities

Before drafting your MoA, you need to identify:

Your legal structure (e.g. LLC, PJSC, free zone company)
The business activities using the relevant authority’s activity list
The ownership structure (including any foreign ownership and local shareholder requirements if applicable)

This is the stage where legal advice avoids later restructuring.

Step 2 – Collect key information

You will typically need:

Shareholders’ details (passport, Emirates ID, trade licence for corporate partners)
Proposed company name and address
Share capital amount and division between shareholders
Manager / director details and authorities

Step 3 – Draft your MoA (template vs custom)

Most economic departments and free zones provide standard MoA templates. These may work for simple, low-risk companies, but they:

Are very generic
Do not reflect commercial arrangements in more complex deals
Rarely cover nuanced issues like exit, deadlock, or special voting rights James Berry & Associates

For tailor-made structures, Al Ramsy can help draft an MoA that reflects your actual agreement and complies with the Companies Law and local regulations. This often goes hand-in-hand with drafting a shareholders’ agreement, handled by our Contracts and Business Law teams.

Step 4 – Notarisation and attestation

For mainland companies:

The MoA must be notarised by a UAE notary public (often via the local courts or authorised private notaries).
Many Emirates, especially Dubai and Abu Dhabi, now support remote or e-notary systems, allowing MoAs to be notarised online via secure audio-video sessions using UAE Pass.

For foreign investors:

MoAs or corporate documents issued abroad may require legalisation and consular attestation in the home country and then MOFA attestation in the UAE before being accepted.

Step 5 – Registration with the commercial registry

Once notarised, your MoA must be:

Filed and registered with the commercial registry at the competent economic department (for mainland companies) or the relevant free zone authority.
Linked to your licensing file, along with any articles of association and supporting documents.

Registration is what gives the MoA legal effect against third parties.

Step 6 – Timelines, fees, and practical tips

Timelines vary by Emirate and free zone, but MoA preparation and notarisation are typically completed within a few working days once parties and documents are ready
Fees depend on company type, capital, and whether you use public or private notaries.
Ensure all shareholders are prepared for electronic or physical signing, with valid IDs and powers of attorney where needed.

If you want a single point of contact managing drafting, notarisation, and registration, you can reach Al Ramsy via our Contact page.

MoA Template vs Custom Drafting in the UAE

Risks of using generic MoA templates

Online “memorandum of association templates” are often based on non-UAE laws (for example, India’s Companies Act or UK company law), and may:

Refer to the wrong legislation or authorities (e.g. “Registrar of Companies” instead of UAE economic departments)
Use definitions that conflict with UAE law
Miss mandatory clauses required under Federal Decree-Law 32/2021
Fail to address specific UAE ownership and licensing rules

Using such templates can cause rejection at notary or authority level, or create enforceability issues later.

When a standard MoA may be enough

A standard MoA form may be acceptable when:

There are one or two shareholders with simple profit sharing
The business is low-risk and not capital intensive
All parties are closely aligned and comfortable with a “vanilla” structure

Even then, a quick legal review can catch errors before they become expensive.

When you need a custom MoA

You should insist on tailored drafting when:

There are several partners with different capital contributions and expectations
External investors (e.g. funds, strategic partners) are involved
You have a family business with succession concerns
You want clear mechanisms for exit, buy-out, or deadlock resolution

In these scenarios, the standard template usually is not enough. Working with UAE corporate lawyers – such as the Corporate Law and Business Law teams at Al Ramsy – helps ensure the MoA reflects your real commercial deal and is enforceable.

Memorandum of Association in Arabic

Arabic as the binding language

Under the Companies Law and its practice, MoAs and any amendments must be in Arabic and attested by the competent authority. Failure to do so may render the MoA null and void between partners.

Where a bilingual MoA is used:

The Arabic text will prevail in case of conflict with the English version
Care must be taken to ensure both versions say the same thing

Translation and certification

If shareholders are relying on an English version for negotiation or internal understanding:

It should be prepared or reviewed by legal translators and lawyers
Any certified translation must be consistent with the Arabic original

Al Ramsy can support you in reviewing both Arabic and English texts to minimise the risk of discrepancies.

Amending a Memorandum of Association in the UAE

When you must amend your MoA

You will usually need to amend your MoA when there is a significant change, such as:

Change in company name
Change in share capital (increase/decrease)
Change in shareholding structure (new partners, exits, transfers)
Change in business activities (adding or removing activities)
Change in registered office or jurisdiction

Under Federal Decree-Law 32/2021, existing companies were given a timeframe to bring their MoAs into line with the new law – many still have not.

Legal steps to amend a MoA

While details vary by Emirate and free zone, the typical process is:

Partner / shareholder resolution approving the specific amendment
Drafting an amendment MoA or restated MoA
Notarisation of the amendment before a notary public (often via e-notary now)
Filing the amendment with the economic department or free zone authority and updating the commercial register James Berry & Associates+1
Updating downstream records (licence, bank, VAT, etc.)

Consequences of operating with an outdated MoA

If your MoA does not reflect reality, you risk:

Authorities refusing licence amendments or renewals
Internal disputes where the MoA says one thing but side agreements say another
Difficulty enforcing shareholder rights in court or arbitration

If you suspect your MoA is outdated, it is sensible to have it reviewed by UAE corporate counsel. Al Ramsy’s Corporate Law and Litigation teams can work together to advise on both prevention and dispute management.

MoA vs Articles of Association (AoA) in the UAE

What is the difference between MoA and AoA?

In simple terms:

The Memorandum of Association (MoA) sets out the company’s identity, scope, and high-level structure (name, activities, capital, liability).
The Articles of Association (AoA) govern the company’s internal rules and procedures (meetings, voting, board powers, etc.).

Both documents may be required at company formation and must be consistent with each other and with the Companies Law.

Which document prevails?

The Companies Law is at the top of the hierarchy, followed by:

The law itself
The MoA
The AoA

If the AoA conflicts with the MoA, the MoA usually prevails – but courts will examine the overall circumstances.

How MoA and AoA work together

The MoA defines the “outer boundary” of what the company is and can do.
The AoA explains how the company is run day-to-day.

For many small LLCs in the UAE, authorities use combined templates where MoA and AoA appear in one document. For larger or more complex entities, they remain distinct but interlinked.

Common Mistakes in UAE MoAs – and How to Avoid Them

Using foreign or generic templates

Copy–pasting an MoA based on foreign law or an outdated UAE law is still one of the most common mistakes. It may lead to:

Rejection by notaries or authorities
Unclear rights and obligations
Difficulty enforcing clauses in UAE courts

Vague or misaligned object clauses

If the object clause is too narrow or does not match your actual activities and licence:

Regulator may view your operations as non-compliant
Banks may question your transactions
Shareholders may dispute whether certain projects are allowed

Weak management and voting provisions

Leaving management and decision-making to the standard template may create:

Confusion over who can bind the company
Deadlock where important decisions require unrealistic voting thresholds

Ignoring exit, deadlock, and dispute resolution

Many MoAs say nothing about:

What happens if partners cannot agree
Buy-out rights when a partner wants to exit
Deadlock-breaking mechanisms

This almost guarantees expensive disputes later.

Not updating the MoA after major changes

Partners often change capital, profit sharing, or responsibilities informally and forget to:

Amend and notarise the MoA
Update authorities and banks

This can create a serious disconnect between what everyone thinks the deal is and what the legally binding document actually says.

How Al Ramsy Advocates & Legal Consultants Can Help

As a UAE-based firm, Al Ramsy can support you at every stage of your company’s MoA lifecycle, including:

Drafting and reviewing MoAs for LLCs, joint stock, free zone, and offshore companies
Preparing aligned shareholders’ agreements and commercial contracts
Handling notarisation, e-notary appointments, and attestation with UAE authorities
Advising on MoA amendments and restructuring
Representing clients in MoA-related disputes, whether in UAE courts through our Litigation team or through Arbitration.

To discuss your specific situation, you can learn more About Us or reach out through our Contact page.

FAQs – Memorandum of Association (MoA) in the UAE

1. What is MoA in UAE company law?

In UAE company law, the Memorandum of Association (MoA) is the company’s founding charter. It sets out the company’s legal form, name, registered office, business activities, share capital, and shareholder liability. It must be in Arabic, attested, and registered with the competent authority to be valid.

2. What is the full form of MoA in business?

MoA stands for “Memorandum of Association”, a core corporate document used in many jurisdictions to define a company’s objectives and relationship with its shareholders.

3. What is the difference between a Memorandum of Association and Articles of Association in the UAE?

The MoA defines the company’s external framework – identity, scope of activities, capital, and liability.
The AoA defines the company’s internal governance – how management, meetings, and voting work.

Both must comply with Federal Decree-Law 32/2021 and be registered with the authorities.

4. How do I get a Memorandum of Association in Dubai?

Broadly, you must:

Choose your company type and activities
Draft an MoA compliant with UAE law (ideally with legal assistance)
Notarise it before a public or private notary (often via e-notary)
Register it with the Department of Economy & Tourism (DED/DET) or relevant free zone authority

A law firm can coordinate drafting, notarisation, and registration on your behalf.

5. Does a sole proprietorship or one-person LLC need a Memorandum of Association in the UAE?

Traditional sole establishments may not use the “MoA” label, but still require official forms setting out the owner and activities.
One-person LLCs require an MoA in the same way as multi-partner LLCs, even if one shareholder owns 100% of the shares

6. Can I use a generic MoA template or sample from another country?

You can, but you should not. Templates based on non-UAE laws often reference the wrong authorities and omit clauses required under Federal Decree-Law 32/2021, leading to rejections or legal uncertainty. It is safer to use UAE-specific templates reviewed by qualified lawyers.

7. Is the Memorandum of Association renewable every year?

The MoA itself is not renewed annually like a trade licence. However, it must be amended and re-attested whenever you make material changes (capital, shareholders, activities, name, etc.).

8. Can the MoA be amended? What is the process?

Yes. Partners typically pass a resolution, sign an amendment MoA, notarise it (in person or via e-notary), and register it with the competent authority so the commercial register and licence reflect the updated position.

9. Is it mandatory for the MoA to be in Arabic? Can I have it in English only?

Yes, it is mandatory for the MoA and its amendments to be in Arabic for them to be valid. An English translation may be used for reference, but the Arabic text will prevail in case of conflict.

10. What happens if the MoA and the trade licence show different activities?

If your MoA and licence are inconsistent, authorities may:

Refuse further amendments or renewals
Question whether you are operating outside your authorised scope
Require you to amend and align your MoA and licence

It is best to correct these discrepancies proactively with legal support.